Activate Energy Acquisition Corp. 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — et Class A ordinary shares, par value $0.0001 per share AEAQ The Nasdaq Global Ma
• $11.50 — ordinary share at an exercise price of $11.50 per share AEAQW The Nasdaq Global M
• $10.00 — hare. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $230,000,000 — rating gross proceeds to the Company of $230,000,000. In connection with the IPO, the Compa
• $4,150,000 — rating gross proceeds to the Company of $4,150,000. The Sponsor Private Placement Units ar
• $2,300,000 — ment Unit, generating gross proceeds of $2,300,000. The Underwriter Private Placement Unit
• $236,450,000 — Item 8.01. Other Events. A total of $236,450,000 of the proceeds from the IPO and the sa
• $100,000 — the Company to pay its income taxes and $100,000 of interest to pay dissolution expenses

Filing Documents

• ea0268907-8k_activate.htm (8-K) — 38KB
• ea026890701ex1-1_activate.htm (EX-1.1) — 243KB
• ea026890701ex3-1_activate.htm (EX-3.1) — 290KB
• ea026890701ex4-1_activate.htm (EX-4.1) — 145KB
• ea026890701ex10-1_activate.htm (EX-10.1) — 45KB
• ea026890701ex10-2_activate.htm (EX-10.2) — 86KB
• ea026890701ex10-3_activate.htm (EX-10.3) — 119KB
• ea026890701ex10-4_activate.htm (EX-10.4) — 45KB
• ea026890701ex10-5_activate.htm (EX-10.5) — 66KB
• ea026890701ex10-6_activate.htm (EX-10.6) — 12KB
• ea026890701ex10-7_activate.htm (EX-10.7) — 103KB
• ea026890701ex10-8_activate.htm (EX-10.8) — 103KB
• ea026890701ex10-9_activate.htm (EX-10.9) — 103KB
• ea026890701ex10-10_activate.htm (EX-10.10) — 103KB
• ea026890701ex99-1_activate.htm (EX-99.1) — 8KB
• ea026890701ex99-2_activate.htm (EX-99.2) — 8KB
• ex99-1_001.jpg (GRAPHIC) — 4KB
• ex99-2_001.jpg (GRAPHIC) — 4KB
• 0001213900-25-119675.txt ( ) — 1532KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 5, 2025, Activate Energy Acquisition Corp. (the “ Company ”) consummated its initial public offering (“ IPO ”) of 23,000,000 units (the “ Units ”), including 3,000,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “ Class A Ordinary Shares ”), and one-half of one redeemable warrant of the Company (each, a “ Warrant ”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration 10, 2025 (as amended, the “ Registration Statement ”): An Underwriting Agreement, dated December 3, 2025, by and between the Company and BTIG, LLC, as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. A Warrant Agreement, dated December 3, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. A Letter Agreement, dated December 3, 2025, by and among the Company, its officers, its directors and Activate Energy Sponsors LLC (the “ Sponsor ”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. An Investment Management Trust Agreement, dated December 3, 2025, by and between the Company and Continenta

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Unit Agreement, the Company completed the private sale of an aggregate of aggregate of 415,000 private placement units (the “ Sponsor Private Placement Units ”) to the Sponsor at a purchase price of $10.00 per Sponsor Private Placement Unit, generating gross proceeds to the Company of $4,150,000. The Sponsor Private Placement Units are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Sponsor Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Simultaneously with the closing of the IPO, pursuant to the Underwriter Private Placement Units Agreement, the Company completed the private sale of an aggregate of aggregate of 230,000 private placement units (the “ Underwriter Private Placement Units ”) to BTIG, LLC at a purchase price of $10.00 per Underwriter Private Placement Unit, generating gross proceeds of $2,300,000. The Underwriter Private Placement Units are identical to the Warrants sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Underwriter Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 5, 2025, in connection with the IPO, David Wood, Andrew Childs, Richard Lorentz Jr., and Jason Spittlehouse (together with existing director Thomas Fontaine, the “ Board ”) were appointed to the board of directors of the Company (the “ Appointment ”). Messrs. Childs, Lorentz, and Spittlehouse are independent directors. Effective December 5, 2025, Messrs. Childs, Lorentz, and Spittlehouse were appointed to the Board’s Audit Committee and Compensation Committee, with Mr. Spittlehouse serving as chair of the Audit Committee and Mr. Childs serving as chair of the Compensation Committee. Following the Appointment, the Board is comprised of three classes. The term of office of the first class of directors, Class I, consisting of Mr. Childs, will expire at the Company’s first annual meeting of shareholders. The term of office of the second class of directors, Class II, consisting of Messrs. Lorentz and Spittlehouse, will expire at the Company’s second annual meeting of shareholders. The term of office of the third class of directors, Class III, consisting of Mr. Fontaine (Chairman of the Board) and Mr. Wood, will expire at the Company’s third annual meeting of shareholders. On December 5, 2025, in connection with the Appointment, the directors entered into the Letter Agreement, as well as an Indemnity Agreement with the Company. The foregoing descriptions of the Letter Agreement and the Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and the Indemnity Agreement, copies of which are attached as Exhibit 10.1 and 10.7–10.10 hereto, respectively, and are incorporated herein by reference. Other than the foregoing, none of the directors are party to any arrangement or understan

03. Amendments to Certificate of Incorporation

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On December 5, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “ Amended Charter ”), effective the same day. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. The description of the Amended Charter does not purport to be complete and is qualified in its entirety by reference to the Amended Charter, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference. 2

01. Other Events

Item 8.01. Other Events. A total of $236,450,000 of the proceeds from the IPO and the sale of the Private Placement Units were placed in a U.S.-based trust account with Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its income taxes and $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Class A Ordinary Shares included in the Units sold in the IPO (the “ public shares ”) properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if it does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law. On December 3, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On December 5, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Description 1.1 Underwriting Agreement, dated December 3, 2025, by and between the Registrant and BTIG, LLC, as representative of the underwriters 3.1 Amended and Restated Memorandum and Articles of Association 4.1 Warrant Agreement, dated December 3, 2025, by and between Continental Stock Transfer & Trust Company and the Registrant 10.1 Letter Agreement, dated December 3, 2025, by and among the Registrant and its founders 10.2 Investment Management Trust Agreement, dated December 3, 2025, by and between Continental Stock Transfer & Trust Company, LLC and the Registrant 10.3 Registration Rights Agreement, dated December 3, 2025, by and among the Registrant, BTIG, LLC and certain security holders 10.4 Private Placement Units Purchase Agreement dated December 3, 2025, by and among the Registrant and the Sponsor 10.5 Private Placement Units Purchase Agreement, dated December 3, 2025, by and among the Registrant and BTIG, LLC 10.6 Administrative Services Agreement, dated December 3, 2025, by and between the Registrant and the Sponsor 10.7 Indemnity Agreement, dated December 3, 2025, by and between the Company and David Wood 10.8 Indemnity Agreement, dated December 3, 2025, by and between the Company and Andrew Childs 10.9 Indemnity Agreement, dated December 3, 2025, by and between the Company and Richard Lorentz Jr. 10.10 Indemnity Agreement, dated December 3, 2025, by and between the Company and Jason Spittlehouse 99.1 Press Release, dated December 3, 2025 99.2 Press Release, dated December 5, 2025 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Activate Energy Acquisition Corp. By: /s/ Thomas Fontaine Name: Thomas Fontaine Titl

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